![GRAPHIC](https://capedge.com/proxy/8-K/0001104659-12-005232/g38132mmi030.gif)
| 29 Illustrative Share Count Roll Forward Below find an illustrative example of the diluted share count. There are many other factors that effect share count, listed below. You should not refer to this table as guidance for actual diluted share count. Other factors affecting diluted share count, which have been assumed to remain constant in the analysis above: Prices of Sealy common stock remain constant No additional conversions of convertible debt No additional grants, forfeitures or cancellations of equity-based incentive awards to employees or directors Sealy reports net income from continuing operations in each period (net loss would result in diluted shares equal to basic shares) No repurchases of outstanding shares Assumes convertible notes have a dilutive effect on earnings per share Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Basic Share Count 100,865 100,865 100,865 100,865 100,865 Effect of dilutive securities: Convertible notes 204,474 208,563 212,734 216,989 221,329 Stock options 1,366 1,366 1,366 1,366 1,366 Restricted share units 5,837 6,929 8,099 9,077 9,800 Other 496 496 496 496 496 Diluted Share Count 313,038 318,219 323,560 328,793 333,856 Beginning Diluted Share Count 313,038 318,219 323,560 328,793 Incremental Shares for Adjustment in Unrecognized Compensation Cost 1,092 1,170 978 723 Incremental Shares for PIK Interest on Convertible Notes 1 4,089 4,171 4,255 4,340 Ending Diluted Share Count 318,219 323,560 328,793 333,856 1 Gives effect to number of PIK notes to be included on a weighted average basis. |